In 2019, the Company adopted the 2019 Omnibus Incentive Plan (the “Plan”). The Plan, as amended, provides for the issuance of stock-based awards to employees. As of March 31, 2025, the Plan provides for the issuance of up to 1,500,000 stock-based awards. There are 1,020,000 stock-based awards available to grant under the Plan at March 31, 2025.

On October 30, 2024, and as part of Francis Godfrey’s appointment as the Company’s President and Chief Operating Officer, the Board granted Francis Godfrey 200,000 options with an exercise price of $0.65 with 25% vesting immediately and the remainder vesting at 25% per year thereafter. In December 2024, the Board of Directors granted Phil Rafnson, CEO, a $100,000 bonus in recognition of his prior salary concessions made and for his efforts in the revised Company budget and his leadership in securing Francois Godfrey as President.

On March 25, 2025, the Board of Directors (the “Board”) of Moving iMage Technologies, Inc. cancelled the previously issued May 23, 2023 250,000 share options at $1.10 per share to outside directors consisting of 50,000 each to Directors Katherine Crothall,

Scott Anderson and John Stiska and as well as 100,000 options to CFO William Greene at $1.10 per share. The Board reissued the 250,000 options at $0.65 per share. On May 26, 2023, the Board granted either (i) 10,000 shares of the Company's stock, or (ii) options for 10,000 shares at $1.10 per share to each outside director Katherine Crothall, Scott Anderson and John Stiska. On March 25, 2025, the Board re-priced the $1.10 shares or options to $0.65 per share which resulted in an incremental stock-based compensation charge of $11,000 in the three and nine-months ended March 31, 2025.

The Company recognized compensation expense of approximately $22,000 and $5,000 for stock options during the three months ended March 31, 2025 and March 31, 2024, respectively, and $59,000 and $16,000 during the nine months ended March 31, 2025 and March 31, 2024, respectively. None of these potentially dilutive securities were included in the computation of diluted earnings per share as their impact would be anti-dilutive.

The estimated fair value of each option award granted was determined on the date of grant using the Black-Scholes option valuation model during the three and nine months ended March 31, 2025. There were no option grants during the three and nine months ended March 31, 2024:

A summary of the status of the Company’s stock options as of March 31, 2025 and changes during the nine months ended March 31, 2025 are presented below.

A summary of the status of the Company’s stock options as of March 31, 2024 and changes during the nine months ended March 31, 2024 are presented below.

The following table summarizes information about outstanding and exercisable stock options at March 31, 2025:

There was no warrant activity or warrants outstanding during the year ended June 30, 2024 or for the nine months ended March 31, 2025 and 2024.

As authorized by the Board on May 26, 2023, directors may receive their board fees as cash or in shares of the Company’s stock. The Company records director fee expense at the end of each board meeting. On February 24, 2025, the Company subsequently issued 36,829 shares to its independent directors for director fees earned during the eleven-month period of April 2024 through February 2025. On March 25, 2024, the Company issued 18,938 shares to its independent directors for director fees earned during the nine months ended March 31, 2024.

On March 23, 2023 the Board of Directors re-authorized a stock repurchase program. Under the stock repurchase program, the Company may repurchase up to $1 million of its outstanding common stock over the next 12 months. The program expired on March 23, 2024 and a new program was established on April 1, 2024. During the nine months ended March 31, 2024, the Company repurchased 418,745 of the Company’s stock at an average price of $0.78 per share. There were no share repurchases for the three months and nine months ended March 31, 2025.


				Total Number of	Approximate
				Shares	Dollar Value of
				Purchased as	Shares that May
	Total Number	Average Price		Part of Publicly	Yet Be Purchased
	of Shares	Paid per		Announced Plans	Under the Plans
Period	Purchased	Share		or Programs	or Programs
Mar 23, 2023 - Mar 31, 2023	47,467	$	1.04	47,467	$	951,000
May 18 - Jun 30, 2023	225,153		1.13	225,153		697,000
Nov 1, 2023 - Dec 31, 2023	109,135		0.93	109,135		594,000
Jan 1, 2024 - Mar 31, 2024	309,610		0.77	309,610		363,000
Total	691,365	$	0.92	691,365	$	363,000